El Paso Announces Pricing of Tender Offer, Results of Consent Solicitation
El Paso Natural Gas Co. (EPNG), a wholly owned subsidiary of El Paso Corp., has determined the consideration to be paid in connection with its pending cash tender offer to purchase any and all of its outstanding 7 5/8% Notes due 2010 (CUSIP No. 283695BM5). In addition, EPNG has received the requisite consents with respect to the related consent solicitation for the adoption of certain proposed amendments to the indenture governing the notes. The tender offer and the consent solicitation are subject to the terms and conditions set forth in EPNG's Offer to Purchase and Consent Solicitation Statement dated March 22, 2007 (the "Statement").
Holders who validly tendered (and did not validly withdraw) notes in the tender offer and validly delivered (and did not validly revoke) their corresponding consents in the consent solicitation at or prior to 5:00 p.m., New York City time, on April 4, 2007 will receive $1,043.73 per $1,000 principal amount of notes tendered, which is referred to in the Statement as the "Total Consideration," plus any accrued and unpaid interest from the last interest payment date for the notes to, but not including, the initial settlement date, which EPNG expects will occur tomorrow, April 5, 2007.
Holders who validly tender notes in the tender offer after 5:00 p.m., New York City time, on April 4, 2007 and at or prior to 12:00 midnight, New York City time, on April 18, 2007 will receive the total consideration set forth above minus the consent payment of $10.00 per $1,000 principal amount, which is referred to in the Statement as the "Purchase Price," plus any accrued and unpaid interest from the last interest payment date for the notes to, but not including, the final settlement date, which EPNG expects will occur on April 19, 2007.
The consideration to be paid in connection with the tender offer was determined by Citigroup Corporate and Investment Banking, the lead dealer manager for the tender offer, as of 2:00 p.m., New York City time, on April 4, 2007, as set forth in the Statement.
As of 5:00 p.m., New York City time, on April 4, 2007, $298,510,000 principal amount of notes had been validly tendered (and not validly withdrawn) together with related consents validly delivered (and not validly revoked). The consents delivered and not validly revoked as of such time constitute the consent of holders of approximately 84% of the outstanding notes, a percentage sufficient to amend the indenture as described in the Statement. The supplemental indenture incorporating the proposed amendments will become effective upon execution by EPNG and Wilmington Trust Company, as trustee, but will not become operative until the time that EPNG accepts for purchase notes representing the requisite consents, which EPNG expects to occur on the initial settlement date.
EPNG has retained Citigroup Corporate and Investment Banking to serve as lead dealer manager for the tender offer and lead dealer manager for the consent solicitation and has retained Global Bondholder Services Corporation to serve as the depositary and information agent for the tender offer.
Requests for documents may be directed to Global Bondholder Services Corporation by telephone at (866) 952-2200 or (212) 430-3774 or in writing at 65 Broadway - Suite 723, New York, NY, 10006. Questions regarding the tender offer may be directed to Citigroup Corporate and Investment Banking at (800) 558-3745 or (212) 723-6106.
EPNG is a Delaware corporation incorporated in 1928 and a wholly owned subsidiary of El Paso Corporation. Its primary business consists of the interstate transportation and storage of natural gas. EPNG conducts its business activities through its natural gas pipeline systems and a storage facility.
El Paso Corporation provides natural gas and related energy products in a safe, efficient, dependable manner. El Paso Corporation owns North America's largest natural gas pipeline system and one of North America's largest independent natural gas producers.
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